Merchant Ads Manager Terms

These Merchant Ads Manager Terms & Conditions ("Ads Manager Terms") govern your use of PayPal's Ads Manager services (the "Ads Manager Services") available through your eligible PayPal business account. These Ads Manager Terms incorporate by reference and amend the AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less v3.0 (the "Standard Terms"). In addition to these Ads Manager Terms, your use of the Ads Manager Services is subject to the terms of the PayPal User Agreement including the PayPal Extended Identifier Usage Terms and Business Account Payment Solutions Agreements, and any other applicable agreement(s) you have entered into with PayPal (collectively "PayPal Agreements"). PayPal may amend or otherwise revise these Ads Manager Terms in accordance with the terms of the PayPal User Agreement. Capitalized terms that are not otherwise defined in these Ads Manager Terms have the meanings assigned to them in the Standard Terms or PayPal Agreements. References to "days" in these T&Cs shall mean calendar days, unless otherwise specified.

(a) Your Roles. You may participate in the Ads Manager Services (i) as a media publisher by making advertising inventory on your website, mobile applications, and other online services available for PayPal to serve Ads into such inventory (the “Publisher Ads Manager Services”) or (ii) as an advertiser by purchasing advertising through PayPal (the “Advertiser Ads Manager Services”).

The terms in this Section 2 only apply when you are participating in the Publisher Ads Manager Services. In such event, you shall be considered the Media Company (as defined in the Standard Terms), and PayPal shall be considered the Agency (as defined in the Standard Terms).

(a) Inventory Type. Unless otherwise specifically approved in writing by PayPal: (i) Ads shall only be targeted to end users located in the United States; (ii) Ads must be displayed only on Media Company Property location(s) designated by PayPal according to the Specifications (defined below); and (iii) you may not display Ads, nor authorize any Ads to be displayed, on any websites or other digital properties besides those owned and controlled by you.

(b) Inventory Standards. You must ensure that the Media Company Properties do not violate the standards provided or made available to you, including but not limited to the PayPal User Agreement and Acceptable Use Policy, and that the Media Company Properties do not violate any local advertising standards.

(c) Ad Serving. PayPal may provide, swap, or update creative assets at any time subject to any mutually agreed upon non-competitive categories. You shall not edit, bundle, overlay, or otherwise modify the Ads without PayPal’s prior written consent. You acknowledge that PayPal is the agent of the applicable Advertiser, and notwithstanding anything to the contrary, PayPal is not liable for the content of the Ads or the landing pages to which they lead.

(d) Performance & Payments.

i. Delivery: PayPal does not guarantee that you will earn any specific amount of revenue from the Publisher Ads Manager Services or that any number of Ads will be provided.

ii. Payments: Undisputed payment due to you for Ads served on Media Company Properties will be deposited into your PayPal business account. The billing entity for PayPal may be that of a subsidiary, affiliate, or partner organization of PayPal, and you hereby consent to any such billing, including changes to the billing entity from time to time.

iii. Cancellation. Section V(a) of the Standard Terms is hereby deleted in its entirety and replaced with the following: “Agency may cancel any campaigns at any time with or without prior notice.”

iv. Fraud. You shall use commercially reasonable efforts to prevent and detect any fraudulent activities on Media Company Properties in connection with the campaigns, and you shall not charge or accept payment from PayPal for any fraudulent activities or Non-Human and Fraudulent Traffic. PayPal may adjust payments to you related to fraudulent activities or Non-Human or Fraudulent traffic and reserves the right to suspend or terminate your participation in Ads Manager Services, as necessary, for violation of the Ads Manager Terms. If you detect or suspect any fraudulent activities or Non-Human and Fraudulent Traffic, you shall promptly report all such activity in writing to PayPal and provide any other information reasonably requested by PayPal. Upon request, you shall provide PayPal with an action plan designed to prevent further fraudulent activities and Non-Human and Fraudulent Traffic. “Non-Human and Fraudulent Traffic” means data that counts or uses in calculations, anything other than natural persons viewing actually displayed Ads in the normal course of using any device, including, without limitation, browsing through online, mobile or any other technology or platform. For the avoidance of doubt, Non-Human and Fraudulent Traffic includes, without limitation, the inclusion or counting of views: (i) by a natural person who has been engaged for the purpose of viewing such Ads, whether exclusively or in conjunction with any other activities of that person; (ii) by non-human visitors; (iii) combinations of displays directed or redirected by any combination of (i) and/or (ii); and (iv) that are not actually visible to the human eye, discernible to human senses, or perceived by a human being.

(e) Data & Privacy.

i. Purpose Limitation: You shall only process data obtained under the Ads Manager Terms in accordance with the permitted purposes of the Ads Manager Terms. You shall not use data obtained under these Ads Manager Terms to identify, target, or otherwise link personal information for purposes outside of the Ads Manager Terms. If you share data with any other entities, you shall do so only as permitted by the PayPal Agreements and applicable laws; you shall contractually require any third parties (and any further downstream parties) to comply with all PayPal Agreements and policies. You will promptly delete data when it is no longer required to conduct the activities described in the Ads Manager Terms and in accordance with the PayPal Agreements and applicable law. Unless required by law or permitted by other PayPal Agreements, you will not retain data for more than 12 months. You shall delete data or return to PayPal data obtained under the Ads Manager Terms (“PayPal Data”) at PayPal’s request and shall contractually require any third parties (and any further downstream parties) to do so.

ii. Disclosures, Consents, Controls, & Opt-outs: Where applicable, you shall obtain all consents, provide all controls, and make all disclosures to consumers on the Media Company Properties as required by applicable laws to enable PayPal to collect and use Collected Data as permitted by the Standard Terms, including PayPal’s right to use Collected Data for targeted advertising, related activities, and distribution to third parties. The foregoing shall include your obligation to provide a consumer opt-out of targeted advertising and sales as required by applicable law or your promises to consumers. If a consumer does opt-out, you shall not pass any personal data of such consumer to PayPal. You shall notify PayPal in writing if you intend to use any industry standard opt-out preference signals to convey to PayPal a consumer’s opt-out request, and the parties shall cooperate in good faith to ensure such signaling is properly received by PayPal.

iii. Children: Media Company Properties shall not be targeted or directed towards children under the age of 18 or be likely to attract children under the age of 18 as their primary audience. In the event that you have actual knowledge that a consumer is under 18 or if you receive a credible signal indicating that a consumer is under 18, you shall not pass any personal data of such consumer to PayPal.

iv. Tags: You may only use, or permit the use of, tracking or data collection methods or technologies ("Tracking Methods") by adding tags to the Ads (including third party tags) if the operation and data collection by such Tracking Methods have been fully disclosed in writing to, and authorized by, PayPal prior to the use of such Tracking Methods in connection with the Ads and such Tracking Methods are used solely for purposes of analytics in connection with the Ads Manager Services. PayPal may deploy its pixels, tags, SDKs, or server-to-server integrations for measurement, verification, optimization, and attribution, provided that such implementations do not unreasonably degrade user experience or performance. You shall not remove, modify, or disable such implementations without PayPal’s written consent. If PayPal is unable to place its required tracking mechanisms, it may result in the inability to track renumeration due to you and ultimately termination of your participation as a Media Company in the Ads Manager Services.

v. Privacy Laws: PayPal and you will each comply with all privacy laws that are applicable to their respective performance in connection with the Ads Manager Services. The foregoing includes all applicable privacy, data protection, and marketing laws and self-regulatory codes, including those applicable to targeted advertising, consent management, and opt-outs. All data generated from a campaign may be used by PayPal as an independent controller. You shall (i) maintain and enforce a publicly available privacy notice accurately describing data practices; (ii) implement and honor applicable user choices; (iii) maintain administrative, physical, and technical safeguards appropriate to the sensitivity of data processed; and (iv) promptly notify PayPal of any security incident affecting PayPal Data or the campaigns and fully cooperate with PayPal in connection with remediation steps. You will comply with all applicable requirements regarding cross-border data transfers. You may not sell, share, or use PayPal Data, creatives, or performance data for any purpose other than fulfilling the campaign.

vi. Third Party: To the extent the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (“CCPA”) applies, you are a business and PayPal is a third party with respect to any data collected from the Media Company Properties by PayPal, and that solely as required by the CCPA: (i) these Ads Manager Terms identify the limited and specified purpose(s) for which the personal information is made available to PayPal; (ii) these Ads Manager Terms specify that you are making the personal information available to PayPal only for the limited and specified purposes set forth within these Ads Manager Terms and PayPal shall use it only for those limited and specified purposes; (iii) PayPal shall comply with all applicable sections of the CCPA and the regulations, including—with respect to the personal information that you make available to PayPal—providing the same level of privacy protection as required of businesses by the CCPA and the regulations; (iv) PayPal grants you the right—with respect to the personal information that you make available to PayPal—to take reasonable and appropriate steps to ensure that PayPal uses it in a manner consistent with your obligations under the CCPA and the regulations; (v) PayPal grants you the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of personal information made available to PayPal; and (vi) PayPal shall notify you after we make a determination that we can no longer meet our obligations under the CCPA and the regulations.

(f) Transition Services. Upon a) voluntary election to stop participation in the Publisher Ad Manager Services; b) notice of termination of your participation, including suspension or removal by PayPal; or c) other technical, regulatory, or other legal notice requiring termination, then in each case you must continue to make the applicable ad inventory available to PayPal, and PayPal may, in its discretion, continue to deliver Ads, for a limited transition period (the “Transition Period”). The Transition Period will not exceed thirty (30) days unless otherwise agreed in writing. During the Transition Period: (a) these Ads Manager Terms will remain in full force and effect solely with respect to delivery of such Ads and related reporting and billing; (b) you will not take any action that unreasonably interferes with PayPal’s ability to serve the Ads; and (c) PayPal will continue to pay you the fees applicable to such inventory. Nothing in this section obligates PayPal to continue serving Ads.

(g) Standard Terms. The following provisions of the Standard Terms shall not apply to the Publisher Ads Manager Service: Sections II.c., III.b., IV, VI, IX, XII.d(i) and XII.(h).

The terms in this Section 3 only apply when you are participating in the Advertiser Ads Manager Services. In such event, you shall be considered the Advertiser (as defined in the Standard Terms) and PayPal shall be considered the Media Company (as defined in the Standard Terms). All references in the Standard Terms to “Agency” shall be deemed to refer to you.

(a) PayPal Standards: You, the Ads, and all landing pages to which the Ads link, will adhere, as applicable, with all advertising or content guidelines made available by PayPal from time to time and the standards set forth in these Ads Manager Terms (collectively, the “Ad Guidelines”) as well as standards provided in PayPal User Agreement including but not limited to the Acceptable Use Policy. PayPal may, on a case-by-case basis, agree in writing that Ads may deviate from the Ad Guidelines, but solely as set forth in such writing from PayPal to You.

(b) Additional Standards. You further represent and warrant that you shall use reasonable efforts to ensure that all Ads provided hereunder shall (1) if applicable, comply with the standards set forth at the PubMatic site and the Magnite site (solely pertaining to advertising directly on Network Properties).

(c) Inventory. You acknowledge that the Sites may include Network Properties and that Media Company is not responsible for the acts or omissions of the Network Property owners. Media Company’s sole obligation, and your sole remedy, for any failure in connection with Network Properties shall be: (i) to make commercially reasonable efforts to work with the Network Property owner to resolve the dispute, (ii) to provide a credit to you for any fees paid for Ads that have not run in accordance with the campaign, subject to availability of replacement inventory from the applicable Network Property owner or (iii) to provide a refund to you for any fees paid to Media Company and not paid by Media Company to the applicable Network Property owner for Ads that have not run in accordance with the campaign. You acknowledge and agree that Media Company may acquire and provide all inventory on a non-disclosed basis.

(d) Provision of Materials. You will ensure the Ads and any materials required by PayPal including substantiation documentation, are provided to PayPal (i) by the deadline provided by PayPal, or (ii) if no deadline is provided by PayPal, no later than ten (10) business days prior to the campaign start date. If the Ads or required materials are not provided by the deadline or are incomplete, PayPal reserves the right to delay or modify the campaign start date at its discretion. You grant PayPal a royalty-free, non-exclusive, worldwide license to use, reproduce, perform, display, and distribute the provided materials solely for the duration of the campaign and purposes outlined herein.

(e) Delivery: PayPal does not guarantee that any amount of inventory will be available on the Sites or that any number of Ads will be accepted.

(f) Invoices: You must raise any disputes about an invoice or request for adjustments within sixty (60) days of receipt of the invoice, or the invoice shall be deemed correct and final.

(g) Cancellation. Section V(a) of the Standard Terms is hereby deleted in its entirety and replaced with the following: “Unless otherwise mutually agreed upon in writing between the parties, you may only cancel a campaign with fourteen (14) days prior written notice to PayPal. PayPal may cancel a campaign at any time with or without prior notice.”

(h) Types of Advertising.

i. Native: You agree to comply with all consumer disclosures, notifications, and choices pursuant to applicable law and best industry practices, including but not limited to, the requirements of all principles administered by the Federal Trade Commission’s Enforcement Policy Statement Concerning Deceptively Formatted Advertisements and Native Advertising Guide for Businesses.

ii. Influencers: In the event that the campaign will include bloggers, influencers, endorsers, and/or other third parties engaged by or on behalf of you, you shall be responsible for ensuring all such bloggers, influencers, endorsers, and other third parties are aware of and comply with their obligations under all applicable laws, rules, codes, and regulations, including the FTC Guides Concerning the Use of Endorsement and Testimonials in Advertising, and shall monitor and enforce such compliance.

iii. Creative Services: All creative and development work performed by PayPal hereunder is provided on an “as is” basis without any warranties of any kind, either express or implied, including but not limited to any warranty of design, merchantability, noninfringement or fitness for a particular purpose. The foregoing exclusions and limitations will apply to all claims and actions of any kind, whether based on contract, tort (including, without limitation, negligence), or any other grounds. All risk of use of any material provided by PayPal hereunder shall solely rest with you. PayPal shall under no circumstances be liable for any creative services performed hereunder.

iv. Storefront Ads

A. Your Catalog and Images. The Advertiser Ads Manager Service may include the ability to purchase offsite shoppable ads (“Storefront Ads”). If you purchase Storefront Ads, to facilitate those ads you grant PayPal a non-exclusive, worldwide, royalty-free license during the campaign to access, use, reproduce, modify, display, distribute and creative derivative works of your catalog data including SKU-level data, images, product listings, pricing, and related materials (“Merchant Inventory Data”) for the purposes of (i) creating Storefront Ads creative, (ii) disseminating and displaying Storefront Ads, and (iii) facilitating order placement and transaction initiation via PayPal services. PayPal may access your Catalog Data via APIs made available pursuant to a separate agreement between PayPal and your platform provider (“Partner APIs”), and should such Partner APIs become unavailable, you will work with PayPal to reinstate access to Catalog Data.

B. Order Management System. If applicable, you grant to PayPal a worldwide, non-exclusive, non-sublicensable, non-transferable, revocable right and license to access and use your designated order management system (“OMS”), via Partner APIs or web crawler, solely for the purpose set forth in these Ads Manager Terms. Your OMS must create, update, and manage shopping carts in response to PayPal’s interface calls, provide real-time, accurate product pricing, shipping options, tax, inventory verification and confirmation functionality. PayPal may collect and transmit order and transaction data on your behalf to your OMS, but it bears no responsibility for, and disclaims liability regarding order fulfillment, shipping, inventory, product quality, customer service, or handling of returns. All such obligations rest solely with you. PayPal’s role as to OMS is limited to technical facilitation of order initiation; you shall indemnify PayPal for any claims or losses related to fulfillment, returns or customer experience. Processing payment for orders via Storefront Ads, including any transaction or personal data, will continue to be governed by the PayPal Agreements. You are responsible for providing all legally required disclosures and obtaining end-user consents for order and data processing through the OMS. If your Inventory Data or OMS becomes unavailable, PayPal’s delivery and performance obligations under these Ads Manager Terms may pause and parties will work together to agree upon any date or other modifications to the campaign as necessary. If Partner APIs or web crawler providing access to OMS become unavailable, you will work with PayPal to reinstate access to OMS or agree to an alternative method.

C. Representations and Warranties for Storefront Ads. You represent and warrant that: (i) you will use best efforts to ensure the information you provide for Merchant Inventory Data and OMS is accurate, complete and up-to-date, and (ii) OMS shall not contain any mechanism which electronically notifies you of any fact or event unless such mechanism is expressly authorized in writing by PayPal.

(i) Data & Privacy.

i. Purpose Limitation: You shall only process data obtained under the Ads Manager Terms in accordance with the permitted purposes of the Ads Manager Terms. You shall not use data obtained under these Ads Manager Terms to identify, target, or otherwise link personal information for purposes outside of the Ads Manager Terms. If you share data with any other entities, you shall do so only as permitted by the PayPal Agreements and applicable laws; you shall contractually require any third parties (and any further downstream parties) to comply with all PayPal Agreements and policies. You will promptly delete data when it is no longer required to conduct the activities described in the Ads Manager Terms and in accordance with the PayPal Agreements and applicable law. Unless required by law or permitted by other PayPal Agreements, you will not retain data for more than 12 months. You shall delete data or return to PayPal all data obtained under the Ads Manager Terms (“PayPal Data”) at PayPal’s request and shall contractually require any third parties (and any further downstream parties) to do so.

ii. Children: You shall not provide any Ads that are targeted towards children under the age of 18 or are likely to attract children under the age of 18 as their primary audience.

iii. Tags: Subject to PayPal’s prior written approval in each instance, you may place tags on the Ads (“Ad Tags”) for use solely on Media Company Properties and in connection with the applicable campaign to collect data regarding that specific campaign (“Tag Data”). Except as authorized in writing by PayPal, all Ad Tags must be solely for monitoring the performance of the specific campaign, not for building or enhancing any profiles or audiences, and you may only use such Tag Data for confirming and measuring performance of the specific campaign under the applicable campaign. You shall disclose in writing to PayPal in advance all categories and specific elements of data to be collected by such Ad Tags.

iv. Tag Data. Tag Data and all other forms of data may not be used by you: (i) to identify or infer any information that might be defined as sensitive under any applicable laws or PayPal policies, including but not limited to, health, precise geolocation, or race/ethnicity or (ii) to identify a person as having requested or obtained specific materials or services from PayPal. You shall not target advertising content or audiences in contravention of applicable laws or PayPal policies.

v. Privacy Laws. PayPal and you will each comply with all privacy laws that are applicable to their respective performance in connection with Ads Manager Services. The foregoing includes all applicable privacy, data protection, and marketing laws and self-regulatory codes, including those applicable to targeted advertising, consent management, and opt-outs. All data generated from a campaign may be used by PayPal as an independent controller. You shall (i) maintain and enforce a publicly available privacy notice accurately describing data practices; (ii) implement and honor applicable user choices; (iii) maintain administrative, physical, and technical safeguards appropriate to the sensitivity of data processed; and (iv) promptly notify PayPal of any security incident affecting PayPal Data or the campaigns and fully cooperate with PayPal in connection with remediation steps. You will comply with all applicable requirements regarding cross-border data transfers. You may not sell, share, or use PayPal Data, creatives, or performance data for any purpose other than fulfilling the campaign.

vi. PayPal First Party Data. PayPal may provide access to, or use in connection with the campaign, first party data owned by PayPal. In no event shall you seek to use such data for any purpose other than as authorized by PayPal for the delivery of the campaign in connection with the Advertiser Ads Manager Service or try to reverse engineer or infer other information from such PayPal first party data.

vii. Third Party Data: You may be provided with access to third party data in connection with the Advertiser Ads Manager Service solely to place bids on applicable Sites, provided that you do not use any such data to: (i) segment end users, retarget Ads, or create or supplement profiles that relate to any individual end user, (ii) subsequently purchase that audience via any other service; (iii) combine, correlate or merge such data with any personal data or links to personal data; (iv) disclose such data to any other party or use such data for the benefit of any other party. Access to such third party data may involve the payment of additional fees.

viii. Your Site. A campaign may require the placement of code from a demand-side platform (“DSP”) (which may be in the form of a pixel or tag) on your websites, apps, or other digital properties for certain associated features and reporting to function. You hereby accept and acknowledge that such code: (i) must be properly placed and functioning for such features to work, (ii) may initiate the firing of “network pixels” to third party servers to support features of the services (for example: to enable ID-Syncs with advertising exchanges to facilitate the purchase of advertising inventory; and (iii) may provide a mechanism for passing information to PayPal and/or the DSP. You are responsible for all consumer disclosures and rights on your owned or managed online properties. The DSP may also append pixels to an Ad.

ix. Service Provider. You certify and understand that: (a) you are a Service Provider (as defined under the CCPA) with respect to all personal information (as defined under the CCPA) generated from or collected on the Sites; (b) you shall not sell any such personal information derived from the Sites, including via the Ad Tags; (c) you shall not retain, use, or disclose such personal information for any purpose other than for the specific purpose of engaging in the Services or outside of the direct business relationship between PayPal and you; (d) you shall not combine the personal information you receive from, or on behalf of, PayPal with personal information that you receive from, or on behalf of, another person or persons, or collects from your own interaction with the consumer; (e) you shall promptly delete such personal information upon written notice from PayPal; (f) you shall only use PayPal’s personal information for Business Purposes (as defined by the CCPA) and as set forth in herein, (g) you shall comply with the applicable sections of the CCPA and its regulations, providing the same level of privacy protection as required of businesses there, (h) you grant PayPal the right to take reasonable and appropriate steps to ensure that you use the PayPal’s personal information in a manner consistent with the PayPal’s obligations under the CCPA and its regulations, (i) you shall notify PayPal after you make a determination that you can no longer meet your obligations under the CCPA and its regulations, (j) you grant PayPal the right, upon notice, to take reasonable and appropriate steps to stop and remediate your unauthorized use of such personal information; and (k) you shall enable PayPal to comply with consumer requests made pursuant to the CCPA or PayPal shall inform you of any consumer request made pursuant to the CCPA that you must comply with and provide the information necessary for you to comply with the request.

(j) Standard Terms. The following provisions of the Standard Terms shall not apply to the Advertiser Ads Manager Service: Sections II.b., II.c., III.c. (first paragraph), IV, VI (solely pertaining to advertising directly on Network Properties), VII (solely pertaining to advertising directly on Network Properties), and XII.d(ii).

(a) Measurement. PayPal’s reporting on the delivery of all campaigns shall be the Controlling Measurement. Subject to the foregoing, if you have reporting on the delivery of a campaign that is materially different from that reported by PayPal, the parties shall mutually discuss such discrepancies in good faith if you provide PayPal with a detailed written notice regarding the nature of the discrepancy within sixty (60) days of PayPal’s reporting first being made available to you.

(b) Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges including any penalties, interest, and other similar costs, imposed on that party upon or with respect to the transactions and payments in connection with these Ads Manager Services. All fees payable by either party are exclusive of applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes. All payments made by you to PayPal under these Ads Manager Terms will be made free and clear of any withholding or deduction for taxes. If any such taxes are required to be withheld on any payment, you will pay such additional amounts as are necessary so that the net amount received by PayPal is equal to the amount due and payable under these Ads Manager Terms.

(c) Specifications. You shall comply with all integration guidelines, instructions, and policies as made available by PayPal in writing from time to time (collectively, “Specifications”) for purposes of using the Ads Manager Services. PayPal may conduct pre-flight and in-flight acceptance testing to validate placement, targeting, measurement integrations, quality, and compliance with the Specifications. “Media Company Properties” includes website properties, mobile applications, and other digital properties.

(d) IP Ownership and Rights. You represent and warrant that: (a) you own, or have obtained and will maintain all necessary rights, licenses, consents, and permissions to use, display, distribute, and authorize PayPal to use all Ads, creatives, logos, trademarks, product images, product feeds, Merchant Inventory Data, OMS, and other materials you provide or authorize for use with the Ads Manager Services; and (b) you own or have sufficient rights in and to each website, mobile application, and other digital property on which you make inventory available for PayPal Ads (including all user interfaces and ad placements) to grant PayPal the rights contemplated by these Ads Manager Terms, and that PayPal’s use of all materials and inventory in accordance with these Ads Manager Terms will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other proprietary rights of any third party. In addition to rights granted in PayPal Agreements and Standard Terms, upon notice from PayPal, you will take all steps necessary to remove or rectify any potentially infringing content.

(e) No Malicious Code. You represent, warrant, and covenant that (a) none of the Ads, tags, pixels, code snippets, files, data fees, or other materials you provide or enable in connection with the Ads Manager Services will contain or introduce any viruses, works, malware, spyware, or other malicious or harmful code, scripts, or programs, and (b) you will not use the Ads Manager Services in any way to distribute or attempt to deliver any such code to PayPal’s systems, publisher systems, or end users’ devices.

(f) Audits. You shall maintain records for a period of three (3) years confirming your compliance with these Ads Manager Terms including but not limited to confirming your compliance with: statutory and contractual data use limitations and deletion requirements, including those described in the PayPal Extended Identifier Usage Terms; substantiation of Ads; and intellectual property rights, as applicable. PayPal, or its authorized third party, has the right to audit your compliance, whether on-site, remotely or through request for information, during normal business hours, upon reasonable notice, no more than once every twelve (12) months. PayPal or its authorized third party may audit more frequently than once every twelve (12) months if there has been a previous audit finding a violation of these Ads Manager Terms or if a breach is reasonably suspected. Additionally, PayPal may audit or request information more frequently to respond to regulatory inquiries. You agree to cooperate fully and provide information or documents as may be reasonably requested by PayPal. You agree to provide PayPal or its agents with reasonable technical access to perform compliance testing and evaluation.

(g) Indemnification. In addition to indemnification obligations in PayPal Agreements and Standard Terms, you shall defend, indemnify, and hold harmless PayPal from any breach of these Ads Manager Terms following the procedure set forth in Section X(d) of the Standard Terms.

(h) Governing Law. Section XIV(d) of the Standard Terms is amended by inserting “California” in the first blank and “Santa Clara County, California” in the second blank.

(i) Arbitration. Notwithstanding anything contrary in the Standard Terms, the arbitration provisions of the PayPal Agreements apply.

(j) Notice. Section XIV(e) of Standard Terms is amended to add notice via electronic mail transmission (with notice deemed given upon verification of receipt), with notice under Standard Terms to PayPal at [email protected] and notice to you under Standard Terms given at the email address provided in your business account with PayPal.

(k) Conflicts. In the event of any conflicts, the order of priority shall be: (i) these Ads Manager Terms, (ii) the PayPal Agreements and then (iii) the Standard Terms.